Taking Back the Boardroom: Thriving as a 21st-Century Director (2nd Edition) / Edition 2

by Phillip H Phan

Overview

Companies like Enron, WorldCom, and Siemens have defined the dark side of the corporate world in the 21st century. This timely book is designed to address the diverse requirements of directors and heightened investor awareness, with an intelligent and comprehensive presentation of the structure and practice of boardroom management.The second edition takes account of recent developments like the Sarbanes-Oxley Act of 2002, codes of conduct promulgated by non-government organizations and institutional investors, debates over the audit committee's roles and responsibilities, and new cases illustrating the problems facing directors as they negotiate the twin challenges of global competition and social responsibility. It walks readers through the legal and philosophical theories of corporate governance, translates these into practical implications for boardroom practices, and guides managers and directors on how to build their own frameworks for considering ethical and strategic issues that routinely appear in the boardroom. The practical approach is complemented by numerous illustrations and cases at the end of each chapter for discussion and self-appraisal.

Product Details

ISBN-13:	9781860948367
Publisher:	Imperial College Press
Publication date:	12/28/2007
Pages:	400
Product dimensions:	5.70(w) x 9.10(h) x 1.00(d)

Table of Contents

Preface vii

Introduction: Taking Back the Boardroom: A Director's Call to Arms ix

Chapter 1 Taking Back the Boardroom: Understanding Your Duties as a Director 1

How the Firm is Defined and Why is that Important for Directors 1

How does the Firm Perform its Productive Function? 4

The Relationship Between Managers and Shareholders 5

The Duties of the Director 16

The Non-Executive Director: Key to Board Independence 21

Sarbanes-Oxley Act of 2002 24

Thinking Points 31

Chapter 2 Taking Back the Boardroom: The Chairperson's Special Role 33

The Role of the Chairman of the Board 34

The Three Responsibilities of the Chair 35

Who can Chair? 44

A Summary of the Chair's Priorities 45

The CEO and the Board 47

"I'd Like the World to Buy a Coke" 63

Thinking Points 71

In Conclusion 72

Chapter 3 Taking Back the Boardroom: Ethics and Social Responsibility 75

Why is it Important to Talk About Ethics? 77

Why Don't We all Simply Behave, as We Would Like Others to Behave? 79

The Connection Between Personal and Corporate Ethics 81

Creating an Ethical Organization 83

How to Avoid Common Pitfalls in 'Gray-Area' Decisions 85

...And in the Final Analysis 88

A Corporate Kleptocracy: The Saga of Conrad Black and Hollinger International 90

A Corporate Kleptocracy 105

Thinking Points 142

Chapter 4 Taking Back the Boardroom: Organization and Process 143

The Paradoxes of Corporate Governance 145

Understanding Power in the Boardroom 146

Organizing to Solve the Paradoxes 147

The Principles of Good Structure 148

The Principles of Good Process 148

The Committee Structure 151

The Audit Committee 151

The CompensationCommittee 154

The Nominating Committee 155

The Strategy Committee 157

Specialty Committees 161

Conclusion 162

Corporate Governance Guidelines at Intel & General Motors 164

Thinking Points 181

CALPERS: Core Principles of Accountable Corporate Governance 182

Thinking Points 204

Chapter 5 Taking Back the Boardroom: Special Situations in the Boardroom 205

The Relationship Between Ownership, Control and Board Function 206

The Family Business Board 208

The Closely Held Corporate Board 209

The Multinational Subsidiary Board 210

Dealing With Takeovers 211

Thinking Points 233

Conclusion 235

References and Further Readings 239

Appendix Abstracted Codes of Conduct 246

OECD Principles of Corporate Governance 247

Abstracted Cadbury Code 276

Abstracts from Title III & Title IV of the Sarbanes-Oxley Act of 2002 302

Index 333